Terms and Conditions
1. What’s covered by these Terms
SimplyCPD is a product of Oppia Limited and is referred to as "Oppia Limited’s property" or our "Services" or “SimplyCPD”. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by Oppia Limited in connection with the Services is the "Content". Any material that you contribute, provide, post or make available using the Services is "Your Content."
When these Terms use the term "Organiser," we mean event creators and course providers using the Services to create events displayed on SimplyCPD for consumers using our Services to consume information about or attend Events ("Consumers"). Organisers, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users," "you" or "your."
When these Terms use the term "SimplyCPD,” “Oppia Limited,” "we," "us," or "our," that refers to Oppia Limited and each of its respective officers, directors, agents, partners and employees.
1.2 Other related terms
If you are an Organiser offering events, courses or e-learning modules with paid tickets or paid access, our Merchant Agreement and Organiser Refund Policy Requirements as set below in these terms are also applicable to you. If you are an Organiser or Consumer, these terms are applicable to you. There may be additional terms and conditions displayed with certain Services that you may use from time to time that will also be applicable to you. And, by agreeing to these Terms of Service, you acknowledge you have read our Cookie and Privacy policies applicable to all Users. We may sometimes provide you with services that are not described in these Terms of Service, or customised services: unless we have entered into a separate, signed agreement that expressly supercedes these Terms of Service, these Terms of Service will apply to those services as well.
2. Oppia Limited's Services and Role
2.1 Business description
Oppia Limited's Services (SimplyCPD) provide a simple and quick means for Organisers to create speaker profiles, organiser profiles, and other pages related to their events and courses including webinars and e-learning modules, promote those pages and events to visitors or browsers on the Services or elsewhere online, manage online or onsite ticketing and registration.
2.2 Our role.
Oppia Limited is not the creator, organiser or owner of the events listed on SimplyCPD. Rather, Oppia Limited provides its Services via SimplyCPD, which allow Organisers to manage ticketing and registration and promote their events, courses and e-learning modules. The Organiser is solely responsible for ensuring that any page displaying an event on the Services (and the event itself) meet all applicable local, regional, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner. The Organiser of a paid event uses SimplyCPD’s payment processing method for its event and products and Oppia Limited acts as the Organiser's limited agent solely for the purpose of using our third party payment service providers to collect payments made by Consumers on the Services and passing such payments to the Organiser.
3. Privacy and Consumer Information
3.2 If you are an Organiser, you represent, warrant and agree that (a) you will at all times comply with all applicable local, regional, national and other laws, rules and regulations with respect to information you collect from (or receive about) consumers, and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) consumers.
4.1 These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated. Termination is described in Sections 4.2 or 4.3 below. Upon termination, these Terms will no longer apply. However, as described in Section 4.4, certain provisions will always remain applicable to both you and Oppia Limited.
4.2 Oppia Limited may terminate your right to use the Services at any time (a) if you violate or breach these Terms; (b) if you misuse or abuse the Services, or use the Services in a way not intended or permitted by Oppia Limited; or (c) if allowing you to access and use the Services would violate any applicable local, regional, national and other laws, rules and regulations or would expose Oppia Limited to legal liability. Oppia Limited may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in Oppia Limited's sole discretion, failure to do so would materially prejudice you. You agree that Oppia Limited will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
4.3 You may terminate your access to the Services and the general applicability of Terms by requesting deletion of your account. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and Oppia Limited governing your use of the Services and that agreement terminates or expires, these Terms will govern your use of the Services after such termination or expiration.
4.4 All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licences).
5. Release and Indemnification
You hereby agree to cover Oppia Limited if you use the Service in a way that causes Oppia Limited to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.
You hereby agree to release Oppia Limited from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any event, course, materials or e-learning modules listed on the Services.
You agree to defend, indemnify and hold Oppia Limited and each of its respective officers, directors, agents, afiiliates, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable legal and accounting fees) resulting from any claim, demand, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party relating to or arising out of: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (b) your use of the Services in violation of these Terms or other policies we post or make available; (c) your breach of any applicable local, regional, national or other law, rule or regulation or the rights of any third party; (d) Oppia Limited’s collection and remission of taxes; and (e) if you are an Organiser, your events, courses and e-learning modules (including where Oppia Limited has provided Services with respect to those events), provided that in the case of (e) this indemnification will not apply to the extent that the claim arises out of Oppia Limited's gross negligence or willful misconduct. Oppia Limited will provide notice to you of any such claim, provided that the failure or delay by Oppia Limited in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, Oppia Limited may choose to handle the claim ourselves, in which case you agree to cooperate with Oppia Limited in any way we request.
6. Disclaimer of Warranties and Assumption of Risks by You
We endeavour to provide high quality Services, however to the extent permitted by applicable laws, the Services are provided on an "as is" and "as available" basis. Oppia Limited expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, Oppia Limited makes no warranty that (a) the Services (or any portion of the Services) will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the Services will be accurate or reliable.
You acknowledge that Oppia Limited has no control over and does not guarantee the quality, safety, accuracy or legality of any event or content associated with an event, course or e-learning module; the truth or accuracy of any information provided by Users (including the Consumer's personal information shared with Organisers in connection with events, course or e-learning modules) or the ability of any User to perform or actually complete a transaction. Oppia Limited has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that Oppia Limited requires to provide the Services, that an Organiser chooses to assist with an event, course, e-learning module or other content,, or that you choose to contract with when using the Services.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
7. Limitation of Liability
7.1 To the extent permitted by applicable laws, or as otherwise set forth herein, Oppia Limited and any person or entity associated with Oppia Limited's provision of the Services (e.g., an affiliate, vendor, strategic partner or employee, that is "Associated Parties"), will not be liable to you or any third party, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if Oppia Limited has been advised of the possibility of such damages); or (b) Your Content.
In addition, other than the obligation of Oppia Limited to pay out Event Registration and e-learning modules Fees in certain circumstances to certain Organisers under the Merchant Agreement, and only in accordance with the terms therein, the maximum aggregate liability of Oppia Limited or Associated Parties is limited to the following:
(i) for Organisers of events with paid and free tickets, and subject to the terms of the Merchant Agreement, the fees (net of Oppia Limited’s Payment Processing and Services Fees, when applicable) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and
(ii) For Consumers or other Users, (1) the total amount of all tickets or registrations that you purchased or made through the Services in the three (3) month period immediately preceding the circumstances giving rise to your claim.
7.2 Nothing in these Terms is intended to exclude or limit any condition, warranty, statutory right or liability which may not be lawfully excluded or limited. Accordingly, only those liability and other limitations which are lawful in the UK (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
8. Licence to Oppia Limited Services
8.1 Licence to Services. We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable right to use our Services solely to (a) browse the Services and search for, view, register for or purchase tickets or registrations to an event, course or e-learning module listed on the Services; and/or (b) create event registration, organiser profile and other webpages to promote, market, manage, track, and collect sales proceeds for an event, course or e-learning module. Your use of the Services must be in compliance with these Terms and in compliance with all applicable local, regional, national and other laws, rules and regulations. In addition, by using any search functionality or address auto-population tools, you are bound by the Terms of Service and Privacy Terms of the third party provider of such services.
8.2 Restrictions on Your Licence. Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly (a) copy, modify, reproduce, translate, localise, port or otherwise create derivatives of any part of the Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Services; (c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorised manner; (d) remove or alter any proprietary notices on the Services; or (e) engage in any activity that interferes with or disrupts the Services.
8.3 Our Intellectual Property and Copyrights. You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Oppia Limited may own the Site Content or portions of the Site Content may be made available to Oppia Limited through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of Oppia Limited and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, regional, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
8.4 Trademarks. The trademarks, service marks and logos of Oppia Limited (the "Oppia Limited Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Oppia Limited. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, collectively with Oppia Limited Trademarks, the "Trademarks"). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademark displayed in connection with the Services without the prior written consent of Oppia Limited specific for each such use. The Trademarks may not be used to disparage Oppia Limited any third party or Oppia Limited's or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Oppia Limited approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Oppia Limited Trademarks will inure to Oppia Limited's benefit. Site Content may also be protected by copyrights owned by Oppia Limited and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
9. Licences and Permits Organisers Must Obtain
If you are an Organiser, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service, you represent and warrant to us that:
(a) You and your affiliates will obtain, prior to the start of ticket sales, all applicable licences, permits, and authorisations (individually and collectively, "Licensure") with respect to events, courses and e-learning modules hosted by you or your affiliates on the Services. Licensure includes but is not limited to property operation permits and fire safety permits;
(b) You and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Services will comply, with all applicable laws, regulations, rules and ordinances;
(c) You will only request that Oppia Limited offer tickets to an event after you have obtained any specific Licensures for such event, including, but not limited to, any national, municipal, regulatory body or other local authority's authorisation of the event, traffic authorisations, fire safety inspection reports, Health and Safety authorisations (if applicable), and any other potential applicable authorisation; and you and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for the Organiser to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Services
(d) Without limiting the generality of any release provided under these Terms of Service, as a material inducement to Oppia Limited permitting you to access and use the Services, you hereby agree to release Oppia Limited, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, including, without limitation, legal fees, known and unknown, arising out of or in any way connected with your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.
(e) Without limiting your indemnification obligations elsewhere under these Terms of Service, you agree to defend, indemnify and hold Oppia Limited, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, affiliates, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable legal and accounting fees) resulting from any claim due to or arising out of your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of Oppia Limited from time to time.
10. Your Rights to Submit a Copyright Takedown Notice
If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, you may submit a takedown notice by emailing Oppia Limited customer service at the following address firstname.lastname@example.org
11. Scraping or Commercial Use of Site Content is Prohibited
The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
12.1 Fees That We Charge.
Creating an account, listing an event, course or e-learning module, and accessing the services are free. However, we charge a percentage fee of 4% + VAT to the Organiser when they sell paid tickets to events, face to face courses, and webinars. Registrations to free events, face to face courses and webinars are free of charge. There are no fees for the Organisers to pay for providing access to free e-learning modules and recorded webinars. The 4% +VAT fee or the flat fees may vary based on individual agreements between Oppia Limited and certain Organisers. The 4% + VAT fee is deducted before the difference is passed on to the Organiser. The flat fee for free courses and free live webinars is billed to the Organisers after the event is held and applies to all delegates who booked via the service (including no-shows and excluding those who cancelled via the service). We use regulated Payment Processing Partners to process payments and their charge is included in the overall fee applied by Oppia Limited for the service. These transaction charges cannot be passed on to the delegates (they must therefore be absorbed by the overall ticket price and cannot be added on top of it as an extra fee). Oppia Limited does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.
12.2 Ticket Transfers.
If you wish to transfer tickets to an event, course or webinar you have purchased on SimplyCPD, please contact the Organiser to arrange for ticket transfer.
Because all transactions are between an Organiser and its respective attendees, Oppia Limited asks that all Consumers contact the applicable Organiser of their event with any refund requests.
13.1 Refund policies and administration
13.1.1 Minimum requirements
We understand that refund policies vary depending on the type of event and the Organiser. Because of that, we provide flexibility for Organisers to post their own policies with respect to their events, so long as they meet the following minimum requirements:
(a) Refund policies must be posted on the applicable event page;
(b) “No refund” policies are permissible, but must be clearly identified as such and must otherwise comply with these minimum requirements;
(c) Refund policies (including “no refund” policies) must provide for a refund or other accommodation through which the Organiser will “make good” on its obligations to Consumers for failure to provide the advertised goods and services (e.g., event cancellation). If the Organiser is offering Consumers an event credit or other accommodation through which the Organiser will “make good” on its obligations to Consumers in lieu of a purchase price refund, then
1. such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event, and
2. such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be redeemed, if such limitations are permitted by applicable law (as to which the Organiser bears sole responsibility for compliance) must be clearly communicated to the Consumers.
Further, in the event that the Organiser fails for any reason to honour a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was redeemed, Oppia Limited shall be entitled to exercise all rights granted to it under Section 4 of the Merchant Agreement but not limited to the right (but not the obligation) to issue refunds to impacted consumer(s) and collect such sums directly from the Organiser;
(d) Refund policies (including cash or credit refunds) must comply with all applicable local, regional, national and other laws, rules and regulations, including all requirements imposed by Card Schemes or Alternative Form of Payment Frameworks (each as defined in the Merchant Agreement);
(e) Refund policies must include specific instructions on how to obtain a refund, including how, when and where to direct a refund request;
(f) Refund policies may not be changed retroactively or to otherwise impact Consumers’ entitlement to relief in connection with purchases made prior to the date of such change and its posting to the applicable event page, unless such changes operate to place impacted Consumers in an equal or better position as they were under the policy in place at the time of purchase.
(g) Refund policies must set out a specific time frame within which refund requests will be responded to, which should not exceed five (5) business days for a first response; and
(h) Refund policies must otherwise be fair and reasonable.
If a refund policy is not posted or does not meet these minimum requirements set forth above, Oppia Limited may (but has no obligation to) modify such refund policy such that it meets these minimum requirements. Such modification may take the form of prospectively making changes to the Organiser's posted refund policy on the applicable event page or retroactively applying such changes at the time of a dispute, chargeback and/or refund request.
13.2 Refund Process.
In order to initiate a refund request, Consumers must contact the Organiser directly. If no contact information is listed, Consumers should use the ‘@ MESSAGE ORGANISER’ button on the booked event page or such other information posted on the event page. The Organiser agrees to administer its refund policy in accordance with the terms set forth on the applicable event page and the minimum requirements set forth in Section 13.1.1 above.
When a Consumer requests a refund and the Organiser does not respond by either refunding or denying the request after five (5) days, Oppia Limited may, in its sole discretion, execute the refund on behalf of the Organiser and collect such sums directly from the Organiser.
13.3 Oppia Limited Review.
In the event that the Organiser fails to
1. honour a refund that a Consumer believes is due under the applicable refund policy and/or the minimum requirements set forth above or
2. deliver its promise to make good in connection with a credit or other accommodation issued to the Consumer, that Consumer may request that Oppia Limited initiate a refund by contacting
Oppia Limited will review the facts and circumstances and determine at its sole discretion whether or not a refund is due in accordance with the applicable refund policy and the minimum requirements set forth above. Oppia Limited will endeavour to complete its review within thirty (30) days of being contacted by the Consumer. All determinations by Oppia Limited with respect to these Refund Policy Requirements, including without limitation the orders to be refunded and the size of any refund, shall be final and binding on both the Organiser and Consumer.
13.4 Refunds are not guaranteed by Oppia Limited
These Refund Policy Requirements are not intended to be and do not constitute an offer to insure the performance of or to guarantee the performance of any Organiser and are not a guarantee that refunds will be issued in any given situation.
14. Your Account with Oppia Limited and its Services
You agree to follow certain rules when you create an account with Oppia Limited ( or its services such as SimplyCPD) or use the Services, including the following:
- You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the "Registration Data"). You also agree to update this Registration Data if it changes.
- If there is a dispute between two or more persons or entities as to account ownership, Oppia Limited will be the sole arbiter of that dispute and Oppia Limited’s decision (which may include termination or suspension of the account) will be final and binding on those parties.
- If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant Oppia Limited all permissions and licences provided in these Terms.
- We may provide you the ability to implement certain permission within your account to third parties including, "sub-users," "sub-accounts," or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
- You agree to immediately notify Oppia Limited (via the contact details on SimplyCPD) of any unauthorised use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
15. Your Content.
15.1 Licence. Oppia Limited does not make any claim to Your Content and you are solely responsible for Your Content. You hereby grant Oppia Limited a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and licence to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including SimplyCPD's promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Oppia Limited does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.
15.2 Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing licence, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, regional, national and other laws, rules and regulations; and (c) does not violate these Terms.
15.3 Your Content must be accurate and truthful. Oppia Limited reserves the right to remove Your Content from the Services if it believes in its sole discretion that it violates these Terms, or for any other reason. Oppia Limited may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Oppia Limited (through its services such as SimplyCPD) both on the Services and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or (d) protect the rights, property and/or personal safety of Oppia Limited, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
16. Rules for Use of Email Tools
16.1 Oppia Limited, through SimplyCPD, may make available to you features and tools that allow you to contact your Consumers, other users of the Services, or third parties via email (the "Email Tools"). If you use Email Tools, you represent and agree that:
(a) you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient's country of residence;
(c) you will use the Email Tools in compliance with all applicable local, regional, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the EU and UK GDPR and e-privacy directives;
(d) you will only use the Email Tools to advertise, promote and/or manage a bona fide event listed on the Services;
(e) your use of the Email Tools and the content of your emails complies with these Terms;
(f) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
(g) you will respond immediately to consumers, and in accordance with instructions to any Consumer sent to you via SimplyCPD requesting you modify such Consumer's email preferences;
(h) you will provide an accessible and unconditional unsubscribe link for inclusion in every email where one is required, and you will not send any emails to any recipient who has unsubscribed from your mailing list.
(i) you will not attempt to collect contact details via SimplyCPD’s email and messaging tools or attempt to conduct transactions outside the tools, with customers introduced to you by Oppia Limited via SimplyCPD.
16.2 If you violate any of these Email Tools rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Services, Oppia Limited may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to SimplyCPD’s Email Tools.
17. Modifications to the Terms or Services.
Oppia Limited reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following (a) posting the changes through the Services; (b) updating the "Updated" date at the top of this page; or (c) sending you an email or message about the Modifications. Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Oppia Limited may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorised officer of Oppia Limited. We cannot guarantee the availability of certain product features or functionality. Oppia Limited reserves the right to modify, replace or discontinue any part of the Services or the entire Service.
18. Entire Agreement
Except as otherwise set forth herein, these Terms constitute the entire agreement between you and Oppia Limited and govern your use of the Services, superceding any prior or contemporaneous agreements, proposals, discussions or communications between you and Oppia Limited on the subject matter hereof, other than any written agreement for Services between you and an authorised officer of Oppia Limited relating to a specified event or events.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use and publish those ideas and materials for any purpose, without compensation to you..
20. Third Party Websites; Linked Accounts;
Third Party Offers and services The Services may provide, or Users may provide, links to other Internet websites or resources. Because Oppia Limited has no control over such websites and resources, you acknowledge and agree that Oppia Limited is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, offers, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Oppia Limited’s partners or third party service providers. For example, if you purchase an insurance on SimplyCPD from a third party, your contractual relationship is with the third party insurance provider, not Oppia Limited.
21. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will prevail..